EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective Amendment”) to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) is being filed to withdraw and deregister: (i) all shares of common stock, par value $0.01 per share (the “Common
Stock”), of Raytheon Company (the “Company”); and (ii) the unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Raytheon Deferred Compensation Plan (as
amended and restated) (the “Deferred Compensation Obligations”) that had been registered and remain unsold under the Registration Statements, together with any and all plan interests and other securities registered thereunder (note
that the share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim):
Registration Statement 333-231814 on Form S-8, originally filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 30, 2019 registering $400,000,000
Deferred Compensation Obligations of the Company under the Raytheon Deferred Compensation Plan (as amended and restated).
Registration Statement 333-231814 on Form S-8, originally filed by the Company with the SEC on May 30, 2019 registering 2,700,000 shares of Common Stock under the Raytheon 2019 Stock Plan.
Registration Statement 333-231814 on Form S-8, originally filed by the Company
with the SEC on May 30, 2019 registering 1,400,000 shares of Common Stock under the Raytheon Savings and Investment Plan (the “RAYSIP”).
Registration Statement 333-168415 on Form S-8, originally filed by the Company
with the SEC on July 30, 2010 and as amended by Registration Statement 333-168415 on Form S-8 on May 30, 2019, registering 13,523,850 shares of Common Stock
under the Raytheon 2010 Stock Plan.
Registration Statement 333-124690 on Form
S-8, originally filed by the Company with the SEC on May 6, 2005 registering 6,200,000 shares of Common Stock under the Raytheon Company 2001 Stock Plan (the “2001 Stock Plan”) and the
Raytheon Company 1997 Nonemployee Directors Restricted Stock Plan (the “1997 Nonemployee Director Plan”).
Registration Statement 333-64168 on Form S-8, originally filed by the Company with the SEC on June 29, 2001 registering 28,000,000 shares of Common Stock under the 2001 Stock Plan.
Registration Statement 333-52536 on Form S-8, originally filed by the Company
with the SEC on December 22, 2000 and as amended by Registration Statement 333-52536 on Form S-8 on June 29, 2001, registering 45,000,000 shares of Common
Stock under the RAYSIP, the Raytheon Excess Savings Plan and the Raytheon Deferred Compensation Plan.
Registration Statement 333-56117 on Form S-8, originally filed by the Company with the SEC on June 5, 1998 and as amended by Registration Statement
333-56117 on Form S-8 on December 21, 1999, registering 1,000,000 shares of Common Stock under the RAYSIP, the Raytheon Excess Savings Plan, the Raytheon Savings
and Investment Plan for Specified Hourly Payroll Employees, the Raytheon Employee Savings and Investment Plan, the Raytheon Savings and Investment Plan for Specified Puerto Rico Employees, the E-Systems
Employee Savings Plan, the Raytheon TI Systems Savings Plan, the Raytheon Salaried Savings and Investment Plan, the Raytheon California Hourly Savings and Investment Plan, the Raytheon Tucson Bargaining Savings and Investment Plan, the Raytheon
Savings and Investment Plan (10014) and the Raytheon Deferred Compensation Plan.
Registration Statement
333-45629 on Form S-8, originally filed by the Company with the SEC on February 5, 1998 registering 52,766,692 shares of Common Stock under the Raytheon Company
1976 Stock Option Plan, the Raytheon Company 1991 Stock Plan, the Raytheon Company 1995 Stock Option Plan, the 1997 Nonemployee Director Plan, the Plan for Granting Options In Substitution For Stock Options Granted by Texas Instruments Incorporated
and the Plan For Granting Roll-over Options In Substitution For Stock Options Granted by Hughes Electronics Corporation.
On April 3,
2020, pursuant to the terms of the Agreement and Plan of Merger, dated as of June 9, 2019 and as amended as of March 9, 2020 (the “Merger Agreement”), by and among the Company, United Technologies Corporation, a Delaware
corporation (“UTC”), and Light Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of UTC (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”). The Company
continued as the surviving corporation and a wholly owned subsidiary of UTC, and UTC changed its name to Raytheon Technologies Corporation.
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